AM. NO.5 TO 1ST AM. & RESTATED BUSINESS LOAN AGRMT
Published on
EXHIBIT 10.08
AMENDMENT NO. FIVE TO FIRST AMENDED AND RESTATED
BUSINESS LOAN AGREEMENT
This Amendment No. Five to First Amended and Restated Business Loan
Agreement (this "Amendment") dated as of March 19, 1997, is between Bank of
America National Trust and Savings Association (the "Bank") and Reliance Steel
& Aluminum Co. (the "Borrower").
RECITALS
A. The Bank and the Borrower entered into a certain First Amended
and Restated Business Loan Agreement dated as of June 26, 1996, as modified by
amendments dated as of September 25, 1996, September 27, 1996, October 1, 1996,
and February 1, 1997 (as amended, the "Agreement").
B. The Bank and the Borrower desire to further amend the
Agreement.
AGREEMENT
1. Definitions. Capitalized terms used but not defined in this
Amendment shall have the meanings given to them in the Agreement.
2. Amendments. The Agreement is hereby amended as follows:
2.1 Paragraph 1.1(a) of the Agreement is amended in full to
read as follows:
"(a) During the availability period described below, the
Bank will provide a line of credit (`Facility No. 1') to the
Borrower. The amount of the line of credit (the `Facility No. 1
Commitment') is One Hundred Twenty Five Million Dollars
($125,000,000)."
2.2 Paragraph 8.4 of the Agreement is amended in full to read
as follows:
"8.4 Funded Debt to Total Capitalization Ratio. Not to
permit on a consolidated basis a ratio of Funded Debt to Total
Capitalization to exceed 0.55 to 1.0.
`Funded Debt' means all Debt which by its terms or the terms of
any instrument or agreement matures one year or more from, or is
directly renewable or extendible at the option of the obligor
to, a date one year or more from the date of the creation
thereof, provided that Funded Debt shall include, as at any date
of determination, current maturities of Funded Debt; `Debt'
means, without duplication, the sum of (i)
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liabilities for borrowed money; (ii) liabilities for the deferred
purchase price of property acquired other than in the ordinary course of
business; (iii) Capitalized Lease Obligations; (iv) all liabilities for
borrowed money secured by any lien on property owned; (v) any guaranty
with respect to liabilities described in clauses (i) through (iv)
hereof; (vi) recourse obligations related to Receivable Securitization
transactions; and (vii) obligations in respect of mandatory redeemable
preferred stock; 'Capitalized Lease Obligations' means the amount of the
obligation of a lessee which would be required to be reflected as a
liability on a consolidated balance sheet in accordance with generally
accepted accounting principles; 'Receivable Securitization' means any
transaction pursuant to which (i) accounts receivable are sold or
transferred and (ii) the seller (a) retains an interest in the accounts
receivables sold or transferred or (b) assumes any liability in
connection with such sale or transfer."
2.3 Paragraph 8.19(c) of the Agreement is amended in full
to read as follows:
"(c) the acquisition or purchase of assets, business,
or securities of a person, firm, or corporation if (i) such acquisition
or purchase has been approved by the board of directors or similar
governing body of the person, firm, or corporation whose assets,
business, or securities are to be acquired or purchased, (ii) the total
consideration to be paid for any such acquisition or purchase does not,
when added to the total consideration previously paid for any other such
acquisitions or purchases in any fiscal year (excluding the acquisitions
of Amalco Metals, Inc. and AMI Metals, Inc.), exceed twenty-five percent
(25%) of the Borrower's Tangible Net Worth as defined in Paragraph
8.8(f), and (iii) immediately after such acquisition or purchase, the
Borrower would be in compliance with the terms and conditions of this
Agreement."
2.4 The following is added to the Agreement as a new
Paragraph 8.21:
"8.21 Covenant to Guaranty Obligations. At such time
as any new direct subsidiary is formed or acquired by the Borrower or
any guarantor, to cause such new subsidiary to execute and deliver to
the Bank, as soon as reasonably practicable but not later than thirty
(30) days after the formation or acquisition of such subsidiary, a
guaranty, in form and substance satisfactory to the Bank, guarantying
the Borrower's obligations under this Agreement."
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3. Representations and Warranties. When the Borrower signs this
Amendment, the Borrower represents and warrants to the Bank that: (a) there is
no event which is, or with notice or lapse of time or both would be, a default
under the Agreement, (b) the representations and warranties in the Agreement
are true as of the date of this Amendment as if made on the date of this
Amendment, (c) this Amendment is within the Borrower's powers, has been duly
authorized, and does not conflict with any of the Borrower's organizational
papers, and (d) this Amendment does not conflict with any law, agreement, or
obligation by which the Borrower is bound.
4. Effect of Amendment. Except as provided in this Amendment, all
of the terms and conditions of the Agreement shall remain in full force and
effect.
This Amendment is executed as of the date stated at the beginning of
this Amendment.
BANK OF AMERICA NATIONAL TRUST
AND SAVING ASSOCIATION
By: /s/ DONALD G. FARRIS
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Donald G. Farris
Title: Vice President
RELIANCE STEEL & ALUMINUM CO.
By: /s/ DAVID H. HANNAH
------------------------
David H. Hannah
Title: President
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By: /s/ STEVEN S. WEIS
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Steven S. Weis
Title: CFO
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